Contracts From Different Views

Unless you work in book publishing, it’s something you may or may not think about. Each person who approaches a book contract has a particular viewpoint and goal with it. Each is different.  Saturday in New York City at the Grand Hyatt, I organized and moderated a panel on this topic called Contracts 101, Legalese for the Rest of Us.  The promotional material ahead of time for the panel said, “Contracts may look like they're black and white, but understanding, negotiating, and interpreting publishing agreements means seeing their many shades of gray. Experts cover the basics, explode the myths and explore the subtleties of contract law.”

As the moderator, I pulled together this team of experts, then issued the invitations and organized the details of it. Then during the panel, I introduced each speaker, gave them suggested topics and then fielded the questions and answers. The tape from this panel will be available online so watch this link to see how you can order it and get the full perspective. Each of these panelists had a unique view of book contracts. Sallie Randolph has been an advocate for individual writers and it’s a key part of her law practice. Her book, Author Law A to Z was recently published and is and excellent resource for any writer.

Lori Perkins, president of the Lori Perkins Agency, has been a literary agent for the last 19 years and negotiated over 2,500 contracts for her authors. The only panelist who was not a lawyer, Lori had some great tips and insight into the book contract process.

Eric Rayman has recently returned to practicing law in New York after his most recent stint as the president of Budget Living, a general market publication which recently folded. Eric was on this panel because of his long-term experience as in-house counsel for The New Yorker magazine and also Vice President and deputy general counsel for Simon and Schuster. I was fascinated with Eric’s presentation and the handout of the Random House contract with Joan Collins.  The contract was from the pre-computer days of contracts so you can clearly see the different crossed out sections.  Because of the legal case, this contract is a public record rather than the typical situation where a contract is not seen in public and buried in the files of the publisher, the literary agent and the writer.  Until receiving this handout, I’d never seen a four million dollar contract.  As Eric explained, Collins’ agent routinely struck the “acceptability” clause of the contract. It’s where the author is required to deliver an “acceptable” manuscript and the publisher determines whether the author has met this requirement or not before they pay another portion of the advance. It’s the key leverage a publisher has over the author to make sure they deliver quality work. In the case of Joan Collins, this accountability process wasn’t present and she delivered something which Random House could not publish.  The conflict resulted in a lawsuit where the publisher list and Joan Collins won the suit. The lesson: when it comes down to the final wire, it’s the language of your signed contract which will make the difference with the courts. Here’s that handout if you’d like to see it.

The final member of my panel, Richard Dannay, who is one of the nation’s foremost authorities and litigators in the area of copyright, publishing and trademark law. He teaches lawyers about this topic at the Advance Seminar on Copyright Law at the Practicing Law Institute. His insights and information were brilliant.

As the moderator and time keeper, I was challenged to take any notes during this hour. After each person gave a brief presentation on a different aspect of contract law, I asked a series of questions from the audience.  These questions were written on cards and various panelists addressed the question from their perspective.  I was only able to cover a small percentage of the questions from the audience and our hour on this topic quickly filled. The ASJA has a contracts committee and they actively help freelance writers at this link.

Overall, this contracts panel seemed to make a valuable contribution to the participants and the success of the conference. I was glad to be involved.